RESOURCEPHOENIX.COM
FINANCIAL OUTSOURCING SERVICES AGREEMENT
THIS FINANCIAL OUTSOURCING SERVICES AGREEMENT (the "Agreement") is between
ReSourcePhoenix.com, a California corporation with its principal place of
business located at 2401 Kerner Boulevard, San Rafael, California 94901 ("RPC")
and MyTurn.com, Inc., a Delaware corporation with its principal place of
business located at 1080 Marina Village Parkway, Suite 300, Alameda, California
94501 ("Client"). This Agreement is effective as of October 5, 2000 (the
"Effective Date").
WHEREAS, RPC provides financial outsourcing services utilizing applications
software provided by third parties ("Software"). The hardware at RPC and
Client's site, and the Software, which resides upon it, together comprise the
"System."
WHEREAS, this Agreement sets forth the terms and conditions pursuant to which
RPC shall provide such services;
NOW, THEREFORE, the parties agree as follows:
1. SERVICES. The term "Services" includes all of the services described
below and in more detail in Exhibits A, B and E, including any addendums
thereto, for the fees shown in Exhibit C.
1.1 Implementation Services.
a) Database Conversion Services. RPC will map a readable and
documented set of data provided by Client for use in conjunction with
the Software and shall perform initial database conversion Services
described below and in Exhibit A. RPC will modify the Software to
accommodate Client's data if expressly agreed in a separate agreement
between the parties.
b) Training. RPC shall provide training to Client in the use of
the System, as more fully described in Exhibit A. The parties shall
mutually agree on training session scheduling. Client agrees to pay
the cost of RPC's reasonable travel related expenses incurred in
connection with the training including, without limitation,
transportation, lodging, meals and associated expenses which shall be
invoiced separately. Any additional follow-up training for other
Client personnel who may be later designated by Client as System users
shall be provided at RPC's follow-up training rates based upon RPC's
current Professional Service Rates for the calendar year 2000 are
shown in Exhibit G
c) Installation. RPC shall install the Software on RPC's
equipment on RPC's premises, subject to fulfillment of Client's
obligations under Section 3 below.
d) Project Management Services. RPC will assign or, where
necessary and as reasonably requested by Client, reassign a
replacement Project Manager, for the duration of the implementation,
to (i) interface with Client's project coordinator (s) to review the
progress of the implementation; (ii) coordinate and monitor the
activities of RPC personnel, acceptable to Client, in performance of
the Implementation Services, as described in Exhibit A; and (iii)
coordinate and monitor the activities of Client's personnel and that
of related third parties required in the performance of this
Agreement.
e) Third Party Data Services. Client acknowledges that the System
may receive and process data provided by third parties. RPC shall
provide certain data formatting information and other specifications
relating to the System to reasonably enable such third parties to
provide data to RPC.
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1.2 Monthly Services.
a) Financial Outsourcing Services. RPC shall perform Financial
Outsourcing Services for Client as described in Exhibit B during the
term of this Agreement.
b) Technology Services. In conjunction with the Financial
Outsourcing Services, RPC shall perform Technology Services for Client
during the term of this Agreement as described on Exhibit B. Client
acknowledges that the System may receive and process data provided by
third parties. RPC shall provide certain data formatting information
and other specifications relating to the System to reasonably enable
such third parties to provide data to RPC.
c) Client Support. Provided Client (a) is not in breach of this
Agreement and (b) pays the monthly Service Fees and expenses set forth
in Exhibit C, RPC shall provide support in use of the System and
Software to Client as more fully described in Exhibit E.
d) Storage of Hard Copy Records. RPC shall retain and store
Client's hard copy records for the earlier of (i) seven (7) years from
the date of receipt of such records, or (ii) the termination of this
Agreement. After such seven (7) year period, or upon termination, or
sooner if requested by Client, RPC shall return such records to Client
unless notified in writing by Client that RPC should destroy such hard
copy records. Return of hard copy records and record destruction shall
be at Client's expense.
e) Speedscan accounts payable vendor invoices. RPC scans paid
invoices into the Speedscan program. The scanned document will be kept
in the system for a minimum of two calendar years. f) Ongoing custom
reporting. After implementation, RPC will provide for ongoing custom
reporting, as reasonably requested by Client that will be invoiced
monthly at RPC's then current Professional Service rates. RPC's
current Professional Service Rates for the calendar year 2000 are
detailed in Exhibit G. RPC will make commercially reasonable efforts
to provide this reporting in the time frame requested by Client.
1.3 Additional Services. RPC agrees to provide additional Services
which become required as a result of (i) future unforeseen events affecting
Client including, but not limited to, mergers, acquisitions, public
offerings, private offerings, IPO's, stock plans, divestitures and
litigation; (ii) required upgrades, revisions, updates, improvements,
modifications, corrections, releases and enhancements to the System and
related installation and data conversion, and (iii) customizations required
by Client tailored to Client's individual needs pursuant to a written work
order executed by authorized representatives of both parties.
Customizations shall be deemed part of the Software and shall be jointly
owned by Client and RPC, under the provisions of Section 12 below. All
associated source codes will be in the duplicate possession of Client and
RPC. Fees for additional Services, which may include increases in third
party Software license fees or costs associated with additional Software
user licenses requested by Client, will be determined prior to such time as
additional Services are rendered or such additional Software user licenses
are purchased, and shall be based upon RPC's then published standard list
rate. RPC's Professional Service Rates for the calendar year 2000 are shown
in Exhibit G.
2. THE SYSTEM.
2.1 Client Equipment. Client shall have access to the System when the
equipment described on the "Required Equipment List" set forth in Exhibit F
is installed at Client and/or RPC's facility to RPC's and Client's
satisfaction. Access to the System through any equipment not on the
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Required Equipment List may be obtained with RPC's prior written approval,
which shall not be unreasonably withheld. Upon termination of this
Agreement for any reason whatsoever, Client agrees to return all Required
Equipment to RPC immediately upon RPC's written request, except for any
equipment purchased and owned by Client. The Services provided by RPC do
not include expenses for equipment, devices or telecommunication lines
needed to allow Client access from Client's facility to the System.
Equipment purchased by RPC for the exclusive benefit of Client and billed
to Client whether in the original conversion or subsequent to the
conversion, is owned solely by Client.
2.2 Access to the System. Subject to Section 2.1, RPC shall provide
Client access to the System during all hours described in Exhibit E, for
use by Client for the entry, processing, retrieval and processing of
information relating to Client's account for which the system has been
designed and implemented. Such access shall allow Client to use the System
from Client's designated site via RPC's use of Cisco's Virtual Private
Network Technology over the Internet, as described in Exhibit_F. Client
agrees to provide RPC with a written list designating Client's employee
users of the System and agrees to update the list in writing when
designated users change. The System may only be accessed through the RPC
data processing facility located in San Rafael, California, or such other
locations as RPC may designate from time to time, under the direct
supervision and control of RPC. Without RPC's prior written consent, access
may not include: (i) use of the System by Client's affiliated companies
(including its direct or indirect parent companies); (ii) use of any other
RPC developed software or any other software at RPC's data processing
center; or (iii) the provision of service bureau facilities to others or
the support of operations of companies other than Client. Client agrees
that it will not attempt to obtain, or assist others in obtaining, access
to the System other than as required for Client to use the System as
permitted hereunder. Client shall have reasonable opportunity and access to
the system to directly prepare special reports, stored procedures and/or
applications on both routine and emergency basis via a duplicate database
that shall be set up and maintained by RPC. RPC will use commercially
reasonable efforts to process these requests in the time frame requested by
Client.
2.3 System Maintenance Activities. RPC will provide maintenance of the
System as set forth below and in Exhibit E hereto.
a) Facilities. RPC shall plan, provide, maintain, operate and
manage its System data processing facilities as necessary to provide
the Services to Client.
b) System and Application Changes. Client acknowledges that RPC
has the right, as reasonably necessary or convenient for RPC's own
purposes, providing it does not have an adverse effect on the Client,
or to improve the quality of service to Client, to change rules of
operation, accessibility periods, Client identification procedures,
types of equipment utilized by RPC at its data processing facility,
system interfaces, operating and other system and network software,
utilities, and database software, and to implement enhancements or
updates to the System Software. RPC will supply a detailed list and
time schedule of planned changes ten days prior to implementation of
the changes. Any change to Client's customized software or interfaces
will not be made without prior written approval of Client.
c) System Security. Client agrees to follow RPC's standard
security procedures when accessing and using the System as described
in Exhibit H. Client acknowledges that RPC has neither responsibility
for nor control of the communication line used to access the System
since such line is provided by a third party public utility and that
the security of transmissions to and from the System is not the
responsibility of RPC. In the event of a security or encryption breach
or equipment failure, RPC and Client agree to be co-responsible for
communicating to each other what, who, when and where of the specifics
as soon as discovered.
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2.4 Disaster Recovery Plan. The parties agree to cooperate with each
other in the event of any disaster as set forth in RPC's disaster recovery
plan, which plan may be reasonably modified from time to time. RPC's
current Disaster Recovery plan is shown in Exhibit I. All client files will
be backed up on a daily basis as more fully described in Exhibits B and E.
3. CLIENT OBLIGATIONS.
3.1 Cooperation and Assistance. Client agrees (a) to provide RPC with
full, good faith cooperation and information, as may be required in order
for RPC to render the Services hereunder, including, (i) to obtain, at
Client's sole cost and expense, the consent and assistance of any necessary
third party that provides services to Client relating to Client's data
(e.g., payroll services, vendors); (ii) to provide to RPC any data to be
converted in machine readable format as reasonably requested by RPC and to
identify all sources of such data; (iii) to provide any data scrubbing
activities (including without limitation the correction or fixing of
incomplete, redundant, inaccurate, or corrupted data) and agrees and
acknowledges that incomplete, redundant, inaccurate or corrupted data may
delay or prevent successful conversion of such data, notwithstanding RPC's
efforts under this Agreement; (iv) to cause its employees to complete all
necessary training and to arrange for any additional training in order to
enable its employees to properly supply input and utilize output of the
System and manage such employees in performance of tasks pursuant to any
performance agendas set forth in this Agreement; and (v) to complete all
tasks that are required to prepare Client's data and equipment at Client's
site for performance of RPC of the Services; (b) to provide such
assistance, including support services, information and other assistance,
as may be reasonably requested by RPC from time to time; (c) not to copy,
duplicate, modify or incorporate in any other work any of the Software or
to reverse compile, disassemble, reverse engineer or otherwise reduce to
human perceivable form any of the Software; and (d) to timely and fully
carry out all other Client responsibilities set forth herein. Any delay in
the provision of Services due to the delay of Client to fully and timely
perform its obligations shall extend the time required by RPC to perform
the Services.
3.2 Operating Methods and Procedures. Client shall use the Software in
accordance with such reasonable policies as agreed to in writing by RPC and
its licensors, as set forth in any materials furnished by RPC to Client
from time to time. Client shall supplement or modify its operating methods
and procedures as reasonably required to make effective use of, and
functionally conform with, such Software policies. Any such changes shall
be approved in writing by the Client, whose approval shall not be
unreasonably withheld.
3.3 Client Covenants to Oracle Corporation ("Oracle"). Oracle and RPC
are parties to an agreement pursuant to which RPC licenses the Oracle
Applications Software from Oracle. Pursuant to the Oracle license
agreement, RPC may grant to Client, as a subscriber, certain rights to
access and use the Oracle Applications Software, subject to Client agreeing
to certain conditions of such use and access. Therefore, Client covenants
to Oracle the following: (a) Client shall not cause or permit the reverse
engineering, disassembly or decompilation of the Oracle Applications
Software, or use the Oracle Applications Software outside the scope of the
this Agreement; (b) Title to the Oracle Applications Software shall not
pass to Client; (c) Client disclaims, to the extent permitted by law,
Oracle's liability for any damages, whether direct, indirect, incidental or
consequential arising from the use of the Oracle Applications Software; (d)
Client will use the Oracle Applications Software only in object code form;
(e) Upon termination of this Agreement, Client shall cease using the Oracle
Applications Software; (f) Oracle is a third party beneficiary of this
Agreement; and (g) Client shall not publish any result of benchmark tests
run on the Oracle Applications Software.
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3.4 Client Relocation. If Client moves from its current facility to
different facilities, Client agrees to pay all costs and expenses incurred
relating to such move. RPC shall provide reasonable assistance to Client,
including reinstallation and reprogramming as necessary to continue to
provide Client access to the System, and such assistance shall be charged
at RPC's then published standard list rate which shall be made available to
Client upon request. RPC's current Professional Service Rates for calendar
year 2000 are shown in Exhibit G.
4. FEES AND EXPENSES. Client shall pay to RPC fees for Services as set
forth in Exhibit C.
4.1 Fees For Implementation Services. Fees for Implementation Services
shall be in the amount and payable as set forth in Exhibit C. Fees paid for
Implementation Services are non-refundable.
4.2 Monthly Service Fee. The monthly service fee is to consist of
actual time and expense charged to the contract as more fully described and
shown on Exhibits C and D. In no event shall the monthly fee fall below
$12,500. The Monthly Service Fee shall be inclusive of expenses related to
pre-printed forms or forms set-up, letterhead, stationery, off-set
printing, any special printing requests, envelopes and labels, insertions
to mailings and postage costs, overnight delivery charges, mail handling,
telephone, facsimile and communications costs, copying costs and storage of
records.
4.3 Expenses Not Included in Monthly Service Fee. Client shall be
responsible for any travel-related expenses associated with the
Implementation, as more fully described in Exhibit A and the Services shown
in Exhibit B, outside Client's Alameda facility, and any federal, state or
local taxes based on the Services paid by RPC. Other expenses to be paid by
RPC on behalf of the Client shall require written, preauthorization by the
Client whose authorization shall not be reasonably withheld. Travel
expenses, reimbursement for taxes and other re-authorized expenses shall be
invoiced monthly as set forth in Section 4.4.
4.4 Invoices and Payment. RPC shall invoice Client monthly as of the
first of each month for Services to be performed by RPC during that month
based upon the Monthly Service Fee set forth on Exhibit C. Such invoice
shall include the Monthly Service Fee for the current month plus any
expenses related to travel by RPC or federal, state, or local taxes based
on the Services or other deliverables paid by RPC owing with respect to the
prior month, and less any amount paid by Client in excess of the amount of
fees owing with respect to the prior month. Each invoice is due and payable
upon receipt. If RPC has not received payment within thirty (30) days after
the due date, interest shall accrue on past due amounts at the rate of 10%
per annum commencing with the due date and continuing until fully paid.
5. CONFIDENTIALITY. The RPC Confidentiality Agreement executed by the
parties in conjunction with this Agreement (the "Confidentiality Agreement")
shall govern the treatment of any Secret Information, as defined in the
Confidentiality Agreement, transferred between the parties in connection with
this Agreement. To the extent not included in the Confidentiality Agreement, (i)
the financial terms of this Agreement and any report or advice provided by RPC
hereunder, and (ii) the Software, documentation relating thereto and all other
information relating to the Software, shall also be considered Secret
Information. Notwithstanding the above, RPC shall have the right to include
Client's name on any publicly distributed customer list or press release.
6. WARRANTIES.
6.1 Warranty for Services. RPC warrants during the term of the
Agreement that the Services shall be performed in a timely manner and of a
quality conforming to generally accepted industry standards and practices.
At any time following completion of any Services, RPC shall, at RPC's
expense, upon receipt of written notice from Client describing a breach of
the foregoing warranty in such
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reasonable detail as is requested by RPC, re-perform the Services described
in such written notice so as to conform to generally accepted industry
standards.
6.2 Disclaimers. EXCEPT FOR THE EXPRESS WARRANTIES SET OUT IN THIS
SECTION 6, THE SOFTWARE AND SERVICES ARE PROVIDED ON AN "AS IS" BASIS
WITHOUT ANY WARRANTY WHATSOEVER. THE ABOVE WARRANTIES DO NOT COVER THE
RESULTS OF ACCIDENT, ABUSE, NEGLECT, IMPROPER TESTING, OR VANDALISM WITH
RESPECT TO THE SOFTWARE BY ANYONE OTHER THAN RPC, OR ACTS OF GOD. RPC IS
ACTING SOLELY AS A THIRD PARTY SERVICE PROVIDER UNDER THIS AGREEMENT AND
SHALL NOT PARTICIPATE IN MANAGEMENT DECISIONS REGARDING CLIENT'S BUSINESS.
ACCOUNTING SERVICES RENDERED UNDER THIS AGREEMENT SHALL NOT BE MISCONSTRUED
AS A SUBSTITUTE FOR THE SERVICES OF PROFESSIONAL ATTORNEYS, TAX ADVISORS
AND CERTIFIED PUBLIC ACCOUNTANTS. RPC DOES NOT WARRANT THAT THE OPERATION
OF THE SOFTWARE WILL BE UNINTERRUPTED, ERROR FREE OR COMPLETELY SECURE. RPC
MAKES NO WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, WITH RESPECT TO THE
SOFTWARE OR REGARDING THE SERVICES, AS TO MERCHANTABILITY, FITNESS FOR A
PARTICULAR PURPOSE, NON-INFRINGEMENT, WARRANTIES ARISING FROM A COURSE OF
DEALING, USAGE OR TRADE PRACTICE OR ANY OTHER MATTER, OTHER THAN THE
EXPRESS WARRANTIES CONTAINED IN THIS AGREEMENT. NO REPRESENTATION OR
STATEMENT REGARDING THE SOFTWARE OR SERVICES NOT EXPRESSLY CONTAINED IN
THIS AGREEMENT SHALL BE BINDING UPON RPC AS A WARRANTY OR OTHERWISE.
7. TERM AND TERMINATION.
7.1 Term. The term of this Agreement shall commence on the Effective
Date and continue until earlier terminated in accordance with its terms.
The obligations of RPC and Client in Sections 1.1(c), 3, 4, 5, 6, 7, 8, 9,
10, 11 and 12 shall survive termination or expiration of this Agreement.
7.2. Termination for Convenience. After the expiration of the first
year of the term, this Agreement may be terminated by either party upon
sixty- (60) days' advance written notice to the other. In the event Client
terminates this Agreement for convenience prior to payment to RPC for any
Services rendered or for reasonable expenses incurred, Client agrees to pay
any related fees charged (including a pro-rata portion of any fees not yet
due under the terms of this Agreement allocable to Services rendered in
advance of such due date) and reasonable expenses incurred by RPC with
respect thereto.
7.3 Termination for Breach. If either party shall materially fail to
fulfill any obligation under this Agreement, and such failure has not been
cured within ten (10) days after receipt of the other party's written
notice thereof, the party giving notice may, at any time thereafter,
terminate this Agreement. Upon termination, all licenses granted hereunder
shall immediately terminate and each party shall return and make no further
use of Software, equipment, property, materials and other items (and all
copies thereof) belonging to the other party.
7.4 Disposition of Records and Data Upon Termination. Client agrees to
furnish RPC with reasonable written instruction for disposition of Client's
records and computer data not later than thirty (30) days after expiration
or termination of this Agreement. RPC will return copies of Client's hard
copy records unless instructed otherwise. With respect to computer data,
RPC shall convert such data to be returned to Client into a format as the
parties shall mutually agree in writing, such conversion to be at Client's
expense. Client agrees that RPC may dispose of any unconverted data. Client
agrees to pay any reasonable expense incurred by RPC in returning,
converting or disposing of Client records and/or data upon receipt of an
invoice from RPC.
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8. INDEMNIFICATION. Client shall indemnify and hold harmless RPC and its
directors, officers, employees, affiliates and agents, against any claims,
losses or damages, including court costs and reasonable attorney's fees,
asserted by any person claiming through Client if the claim does not arise
directly from or relate directly to RPC's performance of Services hereunder.
9. LIMITATION OF LIABILITY. IN NO EVENT SHALL EITHER PARTY OR THEIR
LICENSORS BE LIABLE TO ANY OTHER PARTY OR ANY THIRD PARTY FOR ANY INDIRECT,
INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING
LOST PROFITS OR REVENUE, LOST SAVINGS, LOSS OF USE OF THE SOFTWARE OR ANY
COMPONENT OR SUBPART THEREOF, BUSINESS INTERRUPTION, OR COST OF SUBSTITUTED
FACILITIES, EQUIPMENT OR SERVICES, OR OTHER ECONOMIC LOSS ARISING OUT OF BREACH
BY THE OTHER PARTY OF ANY OF ITS REPRESENTATIONS, WARRANTIES OR AGREEMENTS
CONTAINED IN THIS AGREEMENT, WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES, AND WHETHER ANY CLAIM FOR RECOVERY IS BASED ON
THEORIES OF CONTRACT, NEGLIGENCE OR TORT (INCLUDING STRICT LIABILITY). WITHOUT
LIMITING THE FOREGOING, RPC MAKES NO WARRANTIES AND IN NO EVENT SHALL BE LIABLE
FOR PERFORMANCE OF THE SOFTWARE OR RESULTS FROM ITS USE, OR SERVICES RENDERED,
IF RPC HAS BEEN PROVIDED INCOMPLETE, INACCURATE OR CORRUPTED DATA OR INFORMATION
OR CLIENT HAS MISUSED THE SOFTWARE. NOTWITHSTANDING ANY OTHER PROVISIONS OF THIS
AGREEMENT, CLIENT AGREES THAT IN NO EVENT SHALL RPC'S LIABILITY TO CLIENT, OR
ANY THIRD PARTY IN CONNECTION WITH THE PERFORMANCE OF ANY OR ALL OF THE
SERVICES, REGARDLESS OF THE FORM OF CLAIM OR ACTION, EXCEED AN AMOUNT EQUAL TO
THE TOTAL AMOUNT OF MONTHLY SERVICE FEES PAID BY CLIENT FOR THE FIRST THREE
MONTHS OF THIS AGREEMENT AS SET FORTH IN EXHIBIT C.
10. FORCE MAJEURE. Neither party shall be liable hereunder by reason of any
failure or delay in the performance of its obligations hereunder (except for the
payment of money) on account of strikes, shortages, riots, insurrection, fires,
flood, storm, explosions, acts of God, war, governmental action, labor
conditions, earthquakes, material shortages, or any other cause beyond the
reasonable control of such party.
11. NO SOLICITATION. Client agrees not to solicit, entice or offer
employment to any employee of RPC, contact with whom was made by Client as a
direct or indirect result of, or in connection with this Agreement, during the
term hereof and for three (3) years thereafter.
12. OWNERSHIP. Client shall have exclusive ownership of the data provided
by Client to RPC. RPC will own all worldwide right, title and interest in and to
any software tools, specifications, ideas, concepts, know-how, processes,
techniques, interfaces and customizations used by RPC in performing the Services
(collectively "RPC Technology"), including all worldwide intellectual property
rights therein. Subject to the terms of this Agreement, RPC hereby grants to
Client non-exclusive, ownership rights in and to the interfaces and
customizations developed for Client by RPC ("Client Technology"). RPC will
indemnify and hold harmless Client against any third party claims concerning
ownership of the Client Technology. The Client Technology may be used by Client
including, without limitation, any employee or contractors designated by Client
for Client's own internal business purposes only and may not be used by Client
to compete with RPC. Client agrees not to disclose the Client Technology to a
third party except as may be required to facilitate Client's internal business
use of the Client Technology. RPC may use the RPC Technology, the Client
Technology or "Residual Information" (as defined herein), to develop RPC
products or to develop applications for other RPC clients. "Residual
Information"
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means information in non-tangible form, which may be retained by persons within
RPC's organization who have participated in the development of Client's use of
the System and Software. RPC will have no obligation to limit or restrict, in
any way, the assignment or reassignment of any such persons. This Agreement
shall not prevent RPC from entering into similar agreements with third parties,
or from independently developing, using, selling or licensing materials,
products or services which are similar to those provided hereunder, except RPC
must receive written permission to use this specific technology to enter into an
agreement with direct competitors of Client. Client's rights and limitations
under this section 12 may be assignable by Client to any successor in interest
to Client or Client's business.
13. MISCELLANEOUS. This Agreement shall be governed by the laws of the
State of California without regard to its choice of law provisions. It is agreed
that exclusive jurisdiction and venue for any legal action between the parties
arising out of or relating to the performance of this Agreement and the
Confidentiality Agreement shall be in the state and federal courts, as
applicable, sitting in the Northern District of California; provided, that RPC
shall be entitled to seek injunctive or other interim or equitable relief in
other jurisdictions as may be required to protect its rights. If any provision
of this Agreement is held to be invalid or unenforceable, the invalid or
unenforceable provision shall be deemed modified to the limited extent required
to permit its enforcement in a manner most closely approximating the intention
of the parties as expressed herein; the remaining provisions shall remain in
full force and effect. The waiver by either party of any default or breach of
this Agreement shall not constitute a waiver of any other or subsequent default
or breach. This Agreement, and the Exhibits hereto, and the Confidentiality
Agreement, constitute the entire agreement between the parties and supersede all
previous agreements or representations, written or oral, with respect to the
Services. RPC reserves the right and Client agrees that the terms of this
Agreement may be re-negotiated and amended pursuant hereto, provided, this
Agreement may not be modified or amended except in writing signed by a duly
authorized representative of each party. Either party may assign this Agreement
to an entity acquiring substantially all of its assets or merging with it,
provided that such assignee agrees in advance, in writing, to assume all
obligations under this Agreement. In the event of any dispute arising out of or
with respect to this Agreement, the prevailing party shall be entitled to
recover its reasonable attorney's fees and court costs, whether or not the
dispute is prosecuted to judgment. It is expressly understood that Client and
RPC are independent contractors of one another, and that neither has the
authority to bind the other to any third person.
14. NOTICE. All notices hereunder shall be in writing, and shall be given
personally, by confirmed fax or express delivery to either party at their
respective addresses shown at the beginning of this Agreement, attention to
Accounting Manager, or at such other place as any party may designate by notice
given in accordance with this Section 14. Notices shall be deemed given when
delivered or transmitted, or seven (7) days after deposit in the United States
Mail.
15. COUNTERPARTS. This Agreement may be executed in two or more
counterparts, each of which shall be considered an original, but all of which
together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties have caused this Agreement to be signed by their
duly authorized representatives.
RESOURCEPHOENIX.COM. MYTURN.COM, INC.
By:/s/ Gregory A. Thornton By: /s/ Clark Murray
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Gregory A. Thornton Name: Clark Murray
Vice President and
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Chief Financial Officer
Title: VP Operations
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Date: 10/10/00
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EXHIBIT A
IMPLEMENTATION AND TRAINING
1. Installation and Testing Services.
RPC will use its commercially reasonable efforts to install and configure the
following modules that will be available on the dates indicated:
<TABLE>
<CAPTION>
<S> <C> <C>
o Oracle General Ledger 2 months from start of implementation (Phase I)
o Oracle Accounts Payable 2 months from start of implementation (Phase I)
o Oracle Accounts Receivable 2 months from start of implementation (Phase I)
o Oracle Inventory 2 months from start of implementation (Phase I)
o Oracle Order Entry 2 months from start of implementation (Phase I)
o Oracle Purchasing 2 months from start of implementation (Phase I)
o Oracle Fixed Assets 2 months from start of implementation (Phase I)
o Oracle EDI 2 months from start of implementation (Phase I)
o Oracle Cash Management 2 months from start of implementation (Phase I)
o Oracle Bill of Materials 3 months from start of implementation (Phase II)
o Oracle MRP 4 months from start of implementation (Phase III)
o Oracle Project Costs 4 months from start of implementation(Phase III
</TABLE>
These modules will be implemented based on Client requirements that will be
defined during a Client Needs Assessment session. RPC and Client will determine
a general ledger Chart of Accounts structure that will serve as the application
foundation and facilitate all current and future reporting needs. RPC will build
an application infrastructure that meets the Client's immediate needs and allows
scalability to meet ongoing and future business requirements.
RPC will generate test scripts that will be used to validate all aspects of
implementation. Client may choose to participate in the testing process and will
be given data scripts to follow and report output to review.
2. SCOPE
This implementation scope is based on initial discovery performed to date and is
based on representations made to RPC by Client. It may not include all tasks
required to meet Client's needs. Additional discovery will be performed as part
of the implementation and any updates made to manage the implementation process.
This project plan, as initially presented in version one, will continue to be
developed by RPC, reviewed with Client and monitored for additions/changes in
the scope of the implementation. The project plan, as modified from time to
time, will be the guiding document with regards to scope of implementation and
timing of the implementation.
1) Initial Discovery
o Operation's Business Analysis
o Statement of Work
o Segment Structure
o IT Connectivity Needs (Questionnaire)
o Ping Testing
o Training Expectations Plan
o Status Meeting
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2) General Project Management
o Create Project Plan
o Create Project Timeline
o Set-up client training
o Finalize Business Analysis
o Finalize Interface Specifications
o Kickoff Meeting
o Create Databases
o Create Test Environment
o Create Production Environment
o Determine Hardware & Software Needs
o Determine VPN Router Needs
o Review desktops & printers
o Install J initiator/Applet viewer
3) GL Set-ups
o Set-up Chart of Accounts Values
o Approval of Values from RPC & Client
o Load initial COA segment values (ongoing)
o Create GL Calendar
o Set up Set of Books
o Perform Multi Org. Setup
o Complete Other GL Setups
o Document GL Set-ups
o Create GL responsibilities
o Convert Beginning GL Balances
o GL System Testing
4) AP Set-ups
o Set-up Payment Terms
o Define Invoice approval codes
o Enter Locations (HR)
o Define Financials Options
o Define payables options
o Define Payment programs
o Set-up Banks
o Set-up payment methods
o Register custom programs
o Set-up vendors
o Set-up employees
o Document AP Set-ups
o Create AP responsibilities
o Convert Open AP
o AP System Testing
o Customization Testing
5) AR Set-ups
o Research Sales Tax Solutions
o Define System Items Flexfield
o Define Territory Flexfield
o Define Sales Tax Location Flexfield
o Define Systems Options
o Define Payment Terms
o Open Accounting Periods
o Define AutoAccounting
o Define Transaction Types
<PAGE>
o Define Invoice Sources
o Define Adjustment Approval Limits
o Define Remittance Banks
o Define Receivables Activities
o Define Receipt Classes
o Define Payment Methods
o Define Receipt Sources
o Define Aging Buckets
o Define Statement Cycles
o Sales Tax Setups
o Define Statement Messages
o Define Territories
o Define Sales Agents
o Define Profile Options
o Define Tax Codes and Rates
o Define Customer Profile Classes
o Define Customers
o Define Remit-To Addresses
o Define Units of Measure Classes
o Define Standard Memo lines or items
o Document AR Set-ups
o Define User responsibilities
o Wrap up open issues
o Convert open balances
o Invoice Testing
o Revenue Recognition Testing
o Cash Application Testing
6) Fixed Assets Set-ups
o Define Asset Category Flexfield
o Define Location Flexfield
o Define Asset Key Flexfield
o Define System Controls
o Define Locations
o Define Fiscal Years
o Define Calendars
o Define Journals Entry Sources
o Define Book Controls
o Define Prorate and Retirement Conventions
o Define Units of Measure
o Define Asset Categories
o Define Profile Options
o Define User responsibilities
o Document FA Set-ups
o Convert Fixed Assets
o FA System Testing
7) Inventory Set-ups
o Define Systems Items Flexfield
o Define Item Categories Flexfield
o Define Item Catalog Group Flexfield
o Define Stock Locators Flexfield
o Define Account Aliases Flexfield
o Define Sales Orders Flexfield
o Define Organization Calendar
<PAGE>
o Define Organizations
o Define Organization Parameters
o Change Organizations
o Define Unit of Measure Classes
o Define Unit of Measure
o Define Subinventories
o Define Item Attribute Controls
o Define Categories
o Define Category Set
o Define Default Category sets
o Define Statuses
o Define Cost types
o Open Accounting Periods
o Request interface managers
o Set Profile Options
o Document Inventory Set-ups
o Convert Inventory
8) Order Entry Set-ups
o Define Set of Books
o Define Key Flexfields
o Define Organizations
o Define OE Profile Options
o Define Payment Terms
o Define Invoicing and Accounting Rules
o Define Transaction Types
o Define Auto Accounting
o Define Territories
o Define Customer Profile Classes
o Define Invoice Batch Sources
o Define AutoInvoice Line Ordering
o Define AutoInvoice Grouping
o Define Quick Codes
o Define Freight Carriers
o Define Units of Measure
o Define Order Number Sources
o Define OrderImport Sources
o Define Freight Charges
o Choosing Shipping Document Printers
o Define Sales Credit Types
o Define Order Cycles
o Define Security Rules
o Define Item Categories
o Define Items
o Define Pricing
o Define Salespeople
o Define Customers
o Define Agreements
o Define Standard Value Rule Sets
o Define Order Types
o Define Discounts
o Define Credit Checking
o Define Cost of Goods Sold
o Define Holds
<PAGE>
o Define Notes
o Define Document Sets
o Define Descriptive Flexfields
o Define Tax Codes and Rates
o Define Tax Exceptions and Exemptions
o Define Release Sequence Rules
o Define Pick Release Grouping Rules
o Define Container-Load Relationships
o Define Shipping Parameters
9) Purchasing Set-ups
o User Names
o Account Flexfield Combinations
o Job Flexfield
o Position Flexfield
o Grade Flexfield
o People Group Flexfield
o Item Catalog Flexfield
o Item Category Flexfield
o Item Flexfield
o Set of Books
o Open and Close GL Accounting Periods
o Choose Set of Books
o Organizations
o UOM Classes
o UOM
o UOM Conversions
o Item Attribute Controls
o Container Type QuickCodes
o Item Statuses
o Item Type QuickCodes
o Customer Item Commodity Codes
o Item Templates
o Employee QuickCodes
o Supplier and Employee Numbering
o Employee
o Jobs
o Positions
o Position Hierarchies
o Workflow
o Account Generator
o Profiles
o Open INV Accounting Periods
o Open PO Accounting Periods
o Subinventories
o Cross-Reference Types
o Tax Names
o Location Associations
o Approval Groups
o Assign Approval Groups
o Employee Hierarchy
o Document Types
o Purchasing Lookup Codes
o Inspection Codes
<PAGE>
o Hazard Codes
o UN Numbers
o Standard Attachments
o Purchasing Category Flexfield
o Account Alias Flexfield
o Purchasing Options
o Buyers
o Item
o Item Relationships
o Line Types
o Purchasing Database Administrator
o Financials Options
o Receiving Options
o Receiving Processor
o Document Approval Manager
o Suppliers
o Notifications for Purchasing Documents
o Document Creation Options
o Approval Timeout Feature
o Workflow Background Process
o Modify Change Order Workflow Options
o Catalog Groups
o Transaction Reasons
o Descriptive Flexfields
10) Bill of Materials Set-ups
o Set Profile Options
o Define Exception Templates
o Define and Build your Workday Calendar
o Assign Workday Calendar/Exception Set to Organization
o Define Bill of Material Parameters
o Define Department Classes
o Define Resources
o Define Resource Groups
o Define Simulation Sets
o Define Locations
o Define Departments
o Assign Resources and Shifts to Departments
o Define Overheads
o Associate Overheads with Departments
o Define Alternates
o Define Standard BOM Comments
o Define Standard Instructions
o Define Change Order Types
o Define Delete Constraints
11) MRP Set-ups
o MPS/MRP Parameters
o Deliver-to Locations
o Employees
o Profile Options
o Forecast Sets
o MDS Names
o MPS Names
o MRP Names
<PAGE>
o DRP Names
o Sourcing Rules / Bills of Distribution
o Assignment Sets
o Inter-organization Shipping Network
o Shipping Methods
o Information Audit
o Planning Parameters
o Planning Manager
o Planners
o Planning Exception Sets
o Demand Classes
o Source Lists
o Planner Workbench Criteria Sets
o Supplier Planned Inventories
12) Project Costing Set-ups
o Define set of books
o Define locations
o Define organizations
o Define organization hierarchy
o Specify and project burden hierarchy for each business group
o Define jobs
o Define employees
o Define customers
o Define implementation options
o Define PA periods
o Define expenditure categories
o Define revenue categories
o Define units (UOM)
o Define expenditure types
o Define non-labor resources
o Define transactions sources
o Define cost rates for expenditure types
o Define usage cost rate overrides
o Define compensation rules
o Define employee cost rates
o Define labor cost multipliers
o Implement labor costing extension
o Implement labor transaction extension
o Define cost bases and cost base types
o Define burden cost codes
o Define burden structures
o Define burden schedules
o Define payment terms
o Define agreement types
o Define bill rate schedules
o Define invoice formats
o Define credit types
o Define event types
o Assign event types for cost-to-cost revenue
o Implement billing extensions
o Implement labor billing extensions
o Define budget types
o Define budget change reasons
<PAGE>
o Define budget entry methods
o Define resource lists
o Implement budget calculation extension
o Define project statuses
o Define class categories and codes
o Define service types
o Define project role types
o Define project customer relationships
o Define contact types
o Define project types
o Define project templates
o Implement transaction control extension
o Define derived columns
o Define displayed columns
o Specify profile option values
o Define descriptive flexfields
o Define request groups for report and process security
o Define responsibilities for different functional users
o Setup accounting for labor costs
o Setup accounting for expense report costs
o Setup accounting for usage costs
o Setup accounting for supplier invoice adjustment costs
o Setup accounting for total burdened costs
o Setup accounting for labor revenue
o Setup accounting for expense report revenue
o Setup accounting for usage revenue
o Setup accounting for supplier invoice revenue
o Setup accounting for event revenue
o Setup accounting for unbilled receivables, unearned revenue,
and receivables
o Setup accounting for invoice write-offs
o Setup indirect projects for cost collection
13) EDI Set-ups
o Set-ups to be determined and will include:
o EDI purchase order transaction feed from customers into Oracle
Order Entry Module.
o Order feeds to the FGI system
o Order releases to the FGI warehouse
o Inventory shipment Updates from the FGI system to the Oracle
system
o Invoice Billing system to Bank of America
o Invoice Billing to Customers
o RMA feed to the service center
o RMA receipts to the Oracle Inventory and Oracle Receivables
from the service centers
14) Pre "Go Live" Tasks
o Define User-Acceptance Test Scripts
o Test GL
o Test AP Transactions
o Test AR Transactions
o Test Client Output
o Define FSG's
o Standard FSG's
o Design FSG's
o Training
o Client Training
o Staff Training
<PAGE>
3. Interfaces. Further analysis is required to determine whether inter-
faces will be required to process payroll data received from Administaff into
Oracle General Ledger and data received for the set up and revenue posting for
Genuity. RPC and Client will determine the timing, scope and pricing of these
interfaces.
4. Training Services.
4.1 Inquiry Course: The Client Inquiry course includes customized
training for General Ledger, Accounts Payable, Accounts Receivable and
Fixed Assets. Objectives of the course include:
o Ability to navigate in all installed Oracle applications
o Overview of RPC's business solution o Whom to contact for ongoing
support
o Ability to perform searches/access data in each installed Oracle
module
o Ability to approve invoices electronically (Web candidate)
o Understanding of and ability to run reports
Course Length: 4-5 hours
Required Attendees: Two (2) Client employees who will be approving
invoices for disbursement and those employees who may need to run
reports or perform system searches.
Location: RPC's Training Facility
Class will be scheduled to provide "just in time" training for Client,
based on the actual implementation date.
4.2 Additional training will be provided on Purchasing, Inventory,
Order Entry, EDI, Cash Management, BOM, MRP and Project Costs closer to
the actual implementation date of each module. Further analysis based
on client business model and information gathered during the Discovery
meeting is required to outline the appropriate modality. (E.g.: Train
the Trainer, Instructor Deliver or Self-Paced Materials). All classes
will be scheduled to provide "just in time" training for each phase.
RPC and Client will mutually agree upon a future training plan,
location, and required attendees.
<PAGE>
EXHIBIT B
MONTHLY SERVICES
1) General Finance and Accounting Services
a) Internal Controls
o Determine Validity of Controls and Segregation of Duties
o Control of Documents
o Completeness and Accuracy Checks
o Record in Appropriate Journals
o Investigate Unprocessed Transactions
o Handle Rejected Transactions
o Perform Monthly Reconciliation's and Investigate Differences
o Safeguard All Accounting Records
o Authorize Transactions
b) System Maintenance
o Manage System Development
o System Design
o Testing
o Documentation
o Set-Up New Data
o Convert Data
o Scheduling
o Job Set-Up and Execution
o Operator Logs
o Back-Up and Recovery
o Overall System Access Controls
o Security Policy
o Security Administration
o Dial Up Access
o Physical Access
o Custody of Data and Programs Stored Off-Line
c) Financial Reporting
o Set-Up and Maintain Reports
o Input Budgets
o Prepare Monthly Income Statement
o Analyze Budget vs. Actual Variances
o Prepare Monthly Balance Sheet
o Prepare Monthly Cash Flow Statement
o Prepare Management Reports
o Prepare Pro Forma Reporting
o Prepare Schedule of COGS Manufactured
o Prepare Schedule of COGS Sold
d) General Ledger
o Set-Up and Processing
o Establish Accounts and Titles
o Establish Contra Accounts
o Post Monthly Activity
o Documentation of Journal Entries
o Review and Authorize All Entries
o Prepare Trial Balance
o Perform Reconciliation's
o Review Reconciliation's and Trial Balance
<PAGE>
o Close Income and Expense Items
o Set-UP Recurring Accruals
o Post Accruals
e) Cash
o Expedite Cash Receipts
o Open Mail
o ACH Reconciliation's
o Reconcile Deposits
o Summarize Cash Receipts
o Prepare Bank Reconciliation's
o Review of Reconciliation's
o Prepare Cash Flow Statement
o Provide Forecasts
f) Accounts Receivable
o Segregation of Duties
o Guidelines for Collections
o Prepare and Send Dunning Letters
o Prepare AR Aging Reports
o Invoice Customers
o Review Sales Journal
o Post to GL
o Identify Errors
o Post Adjustments
o Reconcile AR Subsidiary Ledger
o Issue Credit Memos
o Process Allowances
o Reconcile Revenue
o Reconcile Web Reports to ACH Reports
g) Inventory
o Custodial Control
o Perform Independent Check of Transferred Items
o Reconcile Physical Counts
o Proper Identification of Ownership
o Revalue As Necessary
o Post Adjustments to the GL
h) Prepaids
o Review Incoming Invoices to Ensure Payment
o Maintain Asset Register
o Develop Amortization Periods and Rates
o Prepare Journal Entries
o Prepare Reconciliation's
o Investigate Discrepancies
i) Fixed Assets
o Receipt and Identification of Capital Asset
o Maintain Fixed Asset Ledgers
o Post to Detailed Ledgers
o Reconcile to GL
o Investigate and Resolve Difference
o Capitalize Expenditures While Building Assets
o Determine Useful Lives
o Determine Depreciation Methods
o Document Disposed Assets
o Record Disposals
j) Accounts Payable
o Establish Control Devices
<PAGE>
o Prepare Voucher Packages
o Establish Guidelines for C.O.D Purchases
o Review Debit Balances in AP
o Prepare Debit Memos
o Receive Credit Memos From Vendor
o Review and Code Invoices
o Provide Web Candidate Report
o Verify Funds Transfer
o Process Disbursements
o Maintain Check Control Log
o Reimburse Imprest Funds
o Post to the General Ledger
o Reconcile AP Trial Balance to GL
o Receive Vendor Calls
o Prepare and File 1099s
2) Audit Support Services
a) Preparation of audit work papers as directed by external auditors
b) Interfacing with external auditors during annual audit of financial
statements
3) Information Technology Services
a) Management and maintenance of the implemented Oracle applications and
required interfaces, as well as the hardware on which they operate
b) Maintenance of adequate disaster recovery procedures to safeguard
data
c) Performance of nightly data and computer system backup procedures
d) Off-site storage of data backups
e) Provide functional interface between payroll service and the
Oracle General Ledger based on payroll vendor's ability to provide
appropriate posting level detail
f) Once fully implemented, the Client's employees will have access to
the accounting applications, database and reporting therefrom
through the Internet. To the extent that access is limited because
key personnel are unavailable, the schedule could be impacted.
4) Service Level
a) RPC will close the books, perform account reconciliation, and
provide month end financial reporting by the end of the tenth
business day following the last day of the month. The timing of the
availability of these reports is contingent upon timely access to
customer personnel and interfaces with customer vendors.
b) RPC will process all transactions, including but not limited to, cash
receipts, vendor invoices, and manual checks, within twenty-four (24)
hours of receiving such information from customer and/or customer's
vendor(s)
c) RPC will remediate all processing errors resulting from the services
performed by RPC under this Agreement prior to closing the ledgers
for the previous month
d) RPC will implement and host the Oracle Applications identified above
e) RPC will maintain tight internal controls to avoid loss of customer
checks and/or data
5) Other: Automated interfaces are presently available to integrate
financials with the following:
a) Laser check printing.
b) ACH Deposits for my Turn.com employees
c) Electronic Bank statements for automatic bank reconciliation,
Positive Pay and Cleared items - using a Bank of America FBO account.
d) Speedscan
<PAGE>
EXHIBIT E
SUPPORT SERVICES and SYSTEM MAINTENANCE
1. Support Services.
o Accounting Manager. Client will be assigned an Accounting
Manager, acceptable to Client, whose approval shall not be
unreasonably withheld, who will be the point-of-contact with
Client. The Accounting Manager will provide answers to Client
questions and problems to be resolved. The Accounting Manager
will be available and support Client during Client's normal
business hours - Monday through Friday. In the event that Client
has a problem that cannot be resolved by the Accounting Manager
or a problem occurs outside of the Client's normal business
hours, the Accounting Manager or the Client should contact the
RPC Help Desk.
o RPC Help Desk. RPC provides Help Desk support services for all
RPC Clients. Many Client questions, requests, and problems can be
resolved immediately by the Help Desk, however, more complicated
problems may need to be transferred to other RPC support areas.
In any event, the RPC Help Desk will issue Client a trouble
ticket number and expected resolution time. Client may access the
RPC Help Desk via telephone or email at any time. The Help Desk
is available 24 hours a day - 7 days a week. An RPC Help Desk
representative will give immediate telephone support, or, if
paged, will respond back to Client within approximately 1 hour.
The RPC Help Desk toll free telephone number is 800-821-8206.
o Problem Resolution. RPC will use reasonable efforts to correct
and resolve any errors that Client reports to RPC and which RPC
is able to reproduce. Client should provide RPC with all
information requested by RPC to reproduce such errors. For each
such error, RPC will use diligent efforts to provide Client with:
(i) a work-around; (ii) a software patch or, if RPC is unable to
provide Client with either of the foregoing; (iii) a specific
action plan for addressing the error, including a good faith
estimate of the time required to correct and resolve such error.
o Escalation Procedures. RPC's Operations Support Team will
escalate problem resolution as deemed necessary based on the
priority of the problem as defined by Client. Escalation will
include, but will not be limited to, Senior Analyst, Director of
Operations Support, IT Applications, Network Engineers, Client
Integration Services and the support personnel of Oracle and Sun
Systems.
2. System Maintenance.
o Preventative Maintenance Windows. RPC shall provide
preventative maintenance for the System in accordance with its
normal maintenance schedules and procedures. The Client may
access the System at all times except for the following: (i)
every Saturday morning beginning at 12:00 a.m. (PST) until 4:00
a.m. (PST); (ii) during regularly scheduled weekend upgrades that
occur each quarter; and (iii) during unforeseen situations that
may arise. The Client will be notified at least one (1) week in
advance, when at all practically possible of any unscheduled
downtime. Client acknowledges that the System shall be
inaccessible during the periods set forth in such schedules.
Scheduling will be planned with Client to
<PAGE>
minimize disruption of Client's business activity. RPC agrees
that such preventive maintenance shall not occur during Client's
normal business hours unless otherwise agreed by the parties.
o Data Maintenance and Backup Procedures. Client agrees that RPC
has the right and responsibility to maintain and update the
logical and physical organization and structure of the databases
and associated files utilized in the System on behalf of Client.
In connection with such maintenance and update, Client agrees to
assist RPC, if requested, in testing the consistency and
completeness. RPC shall follow the same archival procedures for
Client's data as RPC employs for its own data, as described below
and as modified from time to time in RPC's discretion, during the
term hereof. In the event of any loss or damage to Client's data,
Client's sole and exclusive remedy shall be for RPC to use its
commercially reasonable efforts to replace or restore the lost or
damaged data from the latest backup of such data which RPC has
maintained in accordance with its standard archival procedures.
o Access. Client agrees to provide RPC and its subcontractors
access to its facilities as necessary or convenient for upgrades,
repairs and maintenance hereunder and to facilitate RPC's
performance of its obligations hereunder.
o Archival Procedure. RPC performs full backups on a weekly basis
and cumulative backups throughout the week. Log files are copied
daily to a separate disk and picked up by ARCUS Data Security
Company two times per week.
3. Limitations On RPC'S Obligations.
RPC shall provide the above Services unless: (i) such support relates
to or involves any products, data, features, devices or equipment not
provided by RPC; (ii) any party other than RPC or a party authorized
by RPC has altered or modified any portion of the Software or System
in any manner, including database tables and also including
customizations provided by RPC which are not made a part of the
Software or System generally available to RPC clients; (iii) Client
has not installed or used the Software or System in accordance with
written instructions provided by RPC. Furthermore, RPC's support
obligations under this Agreement shall not include hardware,
electrical work, telephone line work, telecommunications equipment,
file transmissions interconnection work, or the installation or repair
of accessories, alterations, parts or devices not furnished by RPC.
<PAGE>
EXHIBIT F
REQUIRED EQUIPMENT
1. Cisco Router (Model Number to be determined) to establish a secure
Virtual Private Network (VPN) from Client's primary office location to
the application on RPC's network.
2. The following Operating Systems are supported for connecting to the RPC
applications:
o Windows 95
o Windows 98
o Windows NT 4.0
3. The minimum requirements for the desktop(s) at Client's primary office
location are:
o Pentium 266 or greater
o 64MB RAM
4. Browsers supported:
o IE 4.0 and IE 5.0
o Netscape 4.0 and above
5. Bandwidth requirements:
o Minimum 768kb connection from Client's site to internet
6. Client needs to have public IP addresses available to assign to the VPN
<PAGE>
Exhibit H
RPC SECURITY PROCEDURES WHEN
ACCESSING AND USING THE ORACLE(R) SYSTEM
In order to assure the best, most secure service to our clients, RPC has
established some simple procedures for accessing, using and exiting the Oracle
System that work together to prevent security breaches and to maintain System
integrity. Further, RPC can make recommendations regarding how to set up
internal controls for the client to best serve the client's needs.
Logging On to Oracle:
--------------------
RPC will work with the client to establish user name conventions for all users.
Client's employees using the System must log on by typing in his or her assigned
user name followed by the password that they alone select. All users may change
their passwords from time to time to further guarantee System security.
User Profiles:
-------------
Working with the client's System Administrator, RPC can arrange the User
Profiles to limit buttons and functions to all users. For example, in the
Accounts Receivable module, a Profile option can be activated that will not
allow a user to change a customer name. These controls reside at the user level,
not the responsibility level, which allows even greater security. In the same
way, approval limits can be built into the System to control who can undertake
what processes without oversight.
User Responsibilities:
---------------------
Multiple users from a single client may have access to the System on one
database, separated by "responsibility." It is the function of the
responsibility to limit access to the data and to restrict access to forms and
functions within the System. Positions supporting multiple users may have
multiple responsibilities within Oracle. For example, an accountant having the
Inquiry responsibility may run reports but will not have access to data that a
manager with Approval responsibilities may see. This division of responsibility
serves to limit access to sensitive data. RPC will work with the client to set
up the responsibilities among its users that best support its business and
maintain the security of its data.
Exiting the Oracle System:
-------------------------
Exiting the Oracle System is a two-step process that requires exiting the
application and then closing the viewer component. Failure to exit the
application properly may tie-up System resources. All users must be made aware
of proper exiting procedures in order to avoid slowing the System or otherwise
creating System problems. In this manner, the client's data is further
protected.
<PAGE>
EXHIBIT I
DISASTER RECOVERY PROCEDURES SUMMARY
In the event of a fire, explosion, flood, bomb threat or other disaster
affecting the RPC Data Center, immediate action must be taken to protect the
lives of any individuals in the area. The intent of the following procedures is
to:
o Save lives
o Save data
o Save equipment
Formal Disaster Declaration:
---------------------------
RPC management will make a fast and accurate assessment of the situation
immediately following a disaster declaration and will decide whether or not the
alternate hot-site facility should be activated as an Alternate Data Center.
Notification of the Disaster Recovery Team:
------------------------------------------
The Disaster Recovery Team will identify a Disaster Control Center at the
physical location and start the coordination of the recovery. Disaster Recovery
Logs will record all actions taken.
The Disaster Recovery Team members will report to the Disaster Control Center
staging area as soon as possible. RPC Disaster Recovery Team members have the
responsibility of arranging their own transportation and accommodations in the
event the normal RPC methods are temporarily not available. Disaster Recovery
Team members will prioritize incident escalation in contact sequence.
Current Staging Area: 2401 Kerner Blvd., San Rafael, CA - main lobby side, east
parking lot.
Capturing the most recent backup files:
The Disaster Recovery Team Leader will determine if it is possible to obtain
backups to specific files, which may not be backed up currently in off-site
storage. If such files are identified, and if time and circumstances permit,
qualified personnel should obtain backup media before powering down the
computers. It is the responsibility of Information Technology Management to
identify critical files.
1. Simultaneous Recovery at Original Site:
While operations are set up and running at the backup site, RPC will begin
planning for full recovery at the original site. RPC would prefer, if at all
possible, to recover its operations at the original site or at a close-by
alternate site, which would facilitate full computer support to the organization
including administrative systems such as Email and word processing.
SunGard Recovery Services:
-------------------------
<PAGE>
RPC's disaster recovery computer configurations are located at the SunGard Mega
Center (hot-site) in Philadelphia, PA. The SunGard Mega Center includes the full
technical resources of SunGard and is the preferred Recovery Company for Digital
Equipment Corporation. SunGard's full staff of software, telecommunications and
Customer Service professionals will be available to RPC during recovery.
SunGard's local offices are located in the SunGard MetroCenter in San Ramon, CA.
ARCUS Data Security:
RPC has implemented a disaster recovery plan for the computer center and
critical applications. RPC stores backup copies of the critical files and
documentation at ARCUS Data Security, Inc. A vital part of this plan involves
ARCUS's ability to deliver RPC's critical records to the designated backup site
located in Philadelphia, PA. RPC will notify the ARCUS Facility of the need for
backup data. ARCUS will make arrangements for the delivery from ARCUS to the
alternate hot-site.
The ARCUS vault Disaster Recovery (Red) container contains RPC's Critical
Applications backup media. ARCUS will ship closed containers with keys necessary
to open:
1. N. T:5 to 6 DLT IV (70GB tapes, written with DLT 7000 tape drive) for
full recovery of all servers
2. UNIX:8 to 10 DLT IV (70GB tapes, written with DLT 7000 tape drive) for
full recovery CD for software installation
3. V. M. S: 2 40GB DLT's per VAX cluster (nodes A, C, and E) 2 40GB DLT's
per Alpha4
In addition, the Disaster Recovery container contains the following documents:
o Backup listings and log files
o Building Emergency Plan
o Communications controller configuration
o Critical supplies inventory
o Disaster Recovery Procedures
o Hardware inventory
o Information Technology suppliers
o Leased circuit configuration
o Teleprocessing equipment inventory
o Vendor emergency contact list
